COMMERCIAL LEASE BETWEEN MICHALE AND CHRISTINA GEIS (LANDLORD) AND LABWIRE (TENANT)
EXHIBIT
10.10
BETWEEN
XXXXXXX
AND XXXXXXXXX XXXX (LANDLORD)
AND
LABWIRE
(TENANT)
This
Lease (the "Lease") is made as of the 1st day of March, 2008, (the "Lease Date”)
between Xxxxxxx and Xxxxxxxxx Xxxx ("Landlord") and Labwire
(“Tenant”).
In
consideration of the rent to be paid and the promises and obligations of
landlord and Tenant under this Lease, It is agreed as follows:
ARTICLE
1. LEASE OF PREMISES
Landlord
hereby leases to Tenant and Tenant hereby leases from Landlord a portion of a
multi-tenant property located at 000 Xxxx Xxxxxxx in Gillette, Xxxxxxxx County,
Wyoming (the "Property”). The portion of the Property leased to Tenant is Suites
A & B, containing approximately 2,000 square feet of floor area (the”
Premises”).
ARTICLE
2. TERM
Section
2.1 TERM AND COMMENCEMENT DATE
The term
of this Lease (the “Term”) will begin on the Commencement Date (as defined
below), and will end of the to day of the FEB, full calendar
year thereafter.
The
"Commencement Date" will be the execution date of this Lease. The Term shall be
One
(1) year(s) from the commencement date.
Section
2.2 HOLDING OVER
If Tenant
holds possession of the Premises of my portion thereof after the end of the
Term, Tenant will be deemed a tenant from month to month at the Rent and
otherwise upon the terms of this Lease. Such tenancy may be terminated by party
upon not less- than thirty (30) days prior written notice to the
other.
SECTION
2.3 GRANT OF APPROVALS
Landlord
agrees to cooperate with Tenant and the state, county or municipal authorities
in obtaining such permits, licenses and approvals and will execute any documents
reasonably for to conduct business on the premises.
SECTION
2.4 ENTRY PRIOR TO TERM
Prior to
the Commencement Date, Tenant may enter the property and the Premises in order
to inspect Landlord's construction, measure the Premises, construct leasehold
improvements and install furniture, fixtures and equipment, without obligation
to pay rent or any other charge.
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ARTICLE
3. RENEWAL OPTIONS
The
initial Term provided for in Section 2.1 above is sometimes referred to as the
"Initial Term.” to distinguish it from the Renewal Terms provided for in this
Article 3.
Tenant
will have "Five” (5) separate,
successive option (''Renewal Option") to extend the Term for an additional
period of ONE
(1) years ("Renewal Term”). Said Renewal Term will commence upon the
expiration of the Initial Term, Each successive Renewal Term
will commence upon the expiration of the previously exercised Renewal
Term.
The
Renewal Term may he exercised by written notice from Tenant to Landlord given
not later than three (3) months prior to the expiration, of the Initial Term.
Subsequent Renewal Options may be exercised by written notice from Tenant to
Landlord given not less than three (3) months prior to the expiration of the
previously exercised Renewal Term.
The
Renewal Term will he upon the same terms and conditions as during the Initial
Term except as otherwise provided.
As used
in this Lease, "Term" means both the Initial Term and to the extent Renewal
Options have been exercised, the Renewal Terms, unless the context clearly
requires otherwise.
ARTICLE
4. RENT
Tenant
agrees to pay Landlord, as Rent for the Premises, at the year rate computed on
square footage payable in equal monthly installments on or before the first day
of each calendar month during the Term, The rental rate shall be Two Thousand
Six Hundred Dollars ($2,600.00) plus utilities.
Annual
Rent in the renewal term shall be adjusted based upon the percentage increase or
decrease in the Consume Price Index for All Urban Consumers (SPI-U) U.S. City
Average. All Items (1982-84 – 100) as established by the U.S. Department of
Labor, Bureau of Labor Statistics, or similar successor index (the “CPI"). The
Annual Rent for the two (2) year period shall be determined by multiplying the
Annual Rent for the last full year of the original term, by a fraction, the
numerator of which is the CPI for the first month of the three year period for
which such adjustment is being made, and the denominator of which is the CPI for
the first month of the preceding three year period. Provided, however, in no
event shall the Annual Rent as adjusted hereby increase for any three year
period be greater than two percent (23%) of the Annual Rent for the prior one
(1) year period. In no event shall the Annual Rent be
decreased.
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ARTICLE
5. TAXES
SECTION
5.1 PERSONAL PROPERTY TAXES
Tenant
will pay, without contribution from Landlord, all taxes on Tenant's personal
property and trade fixtures that are assessed and payable during the
Term.
SECTION
5.2 REAL ESTATE TAXES
Landlord
will pay, without contribution-from Tenant, all real estate taxes, special
assessments, impact fees and other governmental impositions upon or against the
Property of every kind and nature that are assessed or payable during the
Term.
ARTICLE
6. UTILITIES
Tenant
will be responsible for all utilities. Landlord does not provide any utilities
service for the Property.
ARTICLE
7. REPAIRS TO PREMISES
SECTION
7.1 LANDLORD’S REPAIRS
Landlord
will maintain and all repairs: (1) to the exterior, roof, roof drains, gutters
and downspouts, and structural portions of the building, including the floor
slab, bearing walls and foundations; (ii) to all systems, including electrical,
mechanical, plumbing, water and sewer.
SECTION
7.2 TENANT’S COVENANTS
Tenant
agrees:
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A.
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To
return the Premises, at the expiration of this Lease, in as good condition
as when they were entered upon by Tenant, except fox ordinary wear and
tear or loss by fire or other
casualty.
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B.
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To
use the Premises solely for testing of bodily substances, it being
acknowledged that no other use of the Premises may be made without the
prior, written consent of Landlord.
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C.
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To
keep the Premises in a clean and sanitary condition, free from litter,
dirt, debris and obstruction.
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D.
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Not
to engage in or allow any disorderly conduct, noise, or nuisance on the
Premises.
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E.
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Not
to hold or attempt lo hold Landlord liable for any injury or damage fire,
defective wiring, freezing pipes or the like, it being understood that all
personal property in the Premises shall be at the risk of
Tenant.
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F.
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Not
to use the Premises for any purpose which would void the insurance or
render the insurance risk more hazardous at present. If the insurance risk
becomes more hazardous than at present, due to the negligence of Tenant or
its members, Tenant shall be liable for the entire increase in the cost of
insurance.
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G.
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To
allow Landlord or his agent to go through, view, and inspect the Premises,
during regular business hours, upon three (3) days notice by
Landlord.
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SECTION
7.3 TENANT’S REPAIRS
Except
for reasonable wear and tear and repairs required of Landlord pursuant to this,
Article, Tenant will repair and maintain the Premises in good order and
condition. Tenant will maintain and make all repairs to (i) the interior of the
Premises, including wall coverings, flooring and Tenant’s personal property and
equipment, and (ii) Tenant’s exterior signage, canopies and other trade dress.
Tenant shall properly use and maintain oil/water separator located in the garage
area. Tenant shall comply with the City, County and State rules, regulations and
laws in the use of the garage area.
ARTICLE
8. ALTERATIONS
SECTION
8.1 REDECORATION, ALTERATIONS, CHANGES AND/OR
INSTALLATIONS
Tenant
may redecorate the interior of the Premises mid make such alterations, changes
and/of installations at Tenant may from time to time think are necessary or
desirable; provided, however, that such alterations, changes and/or
installations may not impair the electrical or mechanical systems servicing the
Premises or the structural soundness of the Premises or the
Property.
SECTION
8.2 NETWORK COMMUNICATION
Landlord
authorizes Tenant to perform such work as may be necessary, within or outside
the Premises, to permit Tenant to properly connect the Premises to the Network
and thereafter maintain such connection, all at Tenant's expends and in
accordance with plans prepared by Tenant and approved by landlord, which
approval may not be unreasonably withheld, conditioned or delayed Landlord
agrees to cooperate fully with Tenant to secure the permits and approval
necessary 1o the performance of such work and to facilitate completion of such
work. If, for any reason other than the act or omission of Tenant, including the
inadequacy of facilities or services provided by a Local Exchange Carrier or
other provider, the connection of the Premises to the Network cannot be
accomplished within a time or at a cost acceptable to Tenant, or the connection
is broken or becomes inadequate for Tenant's purposes, then Tenant may terminate
this Lease by written notice to Landlord.
SECTION
8.3 ANTENNA CAN COMMUNICATION EQUIPMENT
Tenant
may install a satellite dish antenna and other communication equipment at the
Property after first receiving landlord's written approval, which approval may
not be unreasonably withheld, conditioned or delayed. If located upon the roof
of the building, the antenna/equipment will be mounted on a non-penetrating skid
that distributes the weight, or otherwise installed so that it will not damage
the roof. Tenant will repair my by the installation or removal of such
equipment.
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SECTION
8.4 PROTECTING WALLS FROM WATER DAMAGE
Tenant
will also e responsible for protecting walls from water damage. Tenant is also
responsible, if required by the City, to properly ventilate the wash bay area
from exhaust fumes.
ARTICLE
9 USEOF PREMISES
SECTION
9.1 PERMITTED USE
The
Premises may be used and occupied for the testing of bodily substances, for
office,
administrative
and other uses incidental or related thereto and for such other uses to which
Landlord gives its written consent, which consent will not be unreasonably
withheld, conditioned or delayed.
SECTION
9.2 PERMITTED USE
Tenant
will use and occupy the Premises so as to comply with all applicable laws and
regulations pertaining to its use.
SECTION
9.3 LANDLORD’S COMPLIANCE WITH LAWS
Landlord’s
ownership and control of the Property will be in compliance with all laws and
regulations now in force or which may hereafter be applied to ownership or
control of real property, including, without limitation, laws and regulations
related to mechanical, electrical, structural, seismic, life safety, fire
safety, accessibility and environmental conditions.
ARTICLE
10. INSURANCE AND INDEMNITY
SECTION
10.1 TENANT’S INSURANCE
Tenant
will maintain in full force and effect during the Term commercial general
liability insurance, insuring Landlord and Tenant as their interests may appear,
against any and all claims and demands for damage to property or injury to
persons or loss of life arising out of or related to the use of or resulting
from any accident occurring in, upon or about the Premises, with a combined
single coverage of not less than One Million Dollars ($1,000,000). Tenant will
also maintain in full force and effect during the Term any legally required
workers' compensation insurance covering all of Tenant's employees working on
the Premises.
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SECTION
10.2 LANDLORD’S INSURANCE
Landlord
will maintain in full force and effect commercial general liability insurance as
their interests may appear, against any and all claims and demands for damage to
property or injury to persons or loss of life arising out of or related to
Landlord’s activities on or ownership, management, maintenance or repair of the
Property with a combined single limit coverage of not less than One Million
Dollars ($1,000,000). Landlord will also maintain in full force and effect a
policy of "all risk" broad form fire and extended coverage insurance in an
amount equal to the full replacement cost of the Property, and Landlord warrants
and agrees that all proceeds received from such insurance shall be used in the
first instance in accordance with Landlord's obligations under Article 10.3 of
this Lease.
SECTION
10.3 QUALITY OF POLICIES AND CERTIFICATES
All
policies of insurance will he issued by an insurer with an A.M. Best's rating of
A- or better. The parties will deliver to each other, on request, copies of
certificates of insurance showing that policies in compliance with this Article
10 are in effect all policies of insurance will require the insurer to notify
Landlord and Tenant at least thirty (30) days prior to cancellation, amendment
or revision of coverage.
SECTION
10.4 WAIVER OF SUBROGATION
Landlord
and Tenant each waive any right to recover against the other for damage to the
Property or the Premises or any part thereof or any property thereon, but only
to the extent that said damage is covered by insurance actually carried or
required to be carried by cither Landlord or Tenant. This provision is intended
to waive fully, and for the benefit of each party, any rights and claims which
might give rise to a right of subrogation in any insurance carrier.
SECTION
10.5 BLANKET POLICY
Any
policy of insurance may be maintained, under a so-called "blanket policy"
insuring other parties and other locations so long m the minimum insurance
policy requirements and limits set forth above are maintained.
SECTION
10.6 TENANT’S INDEMNIFICATION
Except
for damage or injury caused by the willful or negligent act or emission of
Landlord, its agents or employees. Tenant will indemnify, defend and hold
Landlord, its agents and employees harmless from any and all liability for
injury to or death of any person, or loss of or damage to the property of any
person, and all actions, claims, demands, costs (including, without limitation,
reasonable attorney's fees), damages or expenses or any kind arising therefrom
which may be brought or made against Landlord or which Landlord may pay or incur
by reason of the use, occupancy and enjoyment of the Premises by Tenant, its
agents or employees.
SECTION
10.7 LANDLORD’S INDEMNIFICATION
Except
for damage or injury caused by the willful or negligent act or omission of
Tenant, its agents or employees. Landlord will indemnify, defend and
hold Tenant, its agents and employees harmless from any and all liability for
injury to or death of any person, or loss of or damage to the property of any
person, and all actions, claims, demands, costs (including, without limitation,
reasonable attorney's fees), damages or expenses or any kind arising therefrom
which may be brought or made against Tenant or which Tenant may pay or incur by
reason of the use, occupancy and enjoyment of the Premises by Landlord, its
agents or employees.
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SECTION
10.8 FIRE AND OTHER CASUALTY
If the
Premises and/or the Premises should be totally destroyed by fire or other
casualty or be so badly damaged that, in the opinion of Landlord, it is not
feasible to repair such damage, Landlord shall have the right to terminate this
Lease by written notice to Tenant within thirty (30) days after such fire or
other casualty occurs. If the Premises are partially damaged by fire
or other casualty and Landlord determines to repair and restore such damage,
this Lease shall not terminate, but the rent shall be appropriately reduced
until such repairs are substantially completed.
Landlord
shall undertake and complete such repairs with due diligence. If the damage
exceeds Ten Thousand Dollars ($10,000.00) and such repairs are not initiated
within ninety (90) days after the fire or other casualty, or if they are not
completed within one hundred eighty (180) days after the fire or other casualty,
Tenant may terminate this Lease by giving written notice of termination to
Landlord. Provided further, that if the damage is Ten Thousand
Dollars ($10,000 00) or less. Landlord shall commence such repair within thirty
(30) days after the fire or other casualty and shall complete them within ninety
(90) days after such fire or other casualty, and Tenant shall have a right to
terminate by written notice of termination to Landlord.
ARTICLE
11. ASSIGNMENT AND SUBLETTING
Tenant
may not sublet all or any part of the Premises or assign this Lease in whole or
in part, without the prior written consent of Landlord. Landlord
shall not unreasonably withhold their consent to any such assignment or
subletting; in that regard. Tenant acknowledge and agree that Landlord may
utilize reasonable standards for such evaluation, including the factor of the
financial ability of the proposed new tenant to make the payments and perform
the other covenants mid conditions of this Lease; the business experience and
reputation of the proposed new tenant; and the nature of the proposed new
tenant's proposed use of the Premises. The sale or transfer of, or the execution
of a contract or agreement creating a right to acquire or receive, more than
fifty percent (50%) of the controlling interest in Tenant shall be deemed an
assignment of this Lease and may not be made without the prior consent of
Landlord's, as aforesaid. A series of transactions having a cumulative effect of
transferring, or creating a right to acquire or receive, more than fifty percent
(50%) of such controlling interest shall likewise be deemed an assignment of
this Lease, for which such consent shall be required, Any attempted
assignment or subletting m violation of this Paragraph 12 shall be
void, No assignment for the benefit of creditors or by operation of
law shall be effective to transfer any rights to an assignee without the prior,
written consent of Landlord.
If this
Lease is assigned, or if the Premises are sublet or occupied by anyone other
than Tenant, Landlord may collect rent from such person and
shall apply the net amount collected to the rent set forth herein. No such
collection shall be deemed a waiver of Landlord's right to require written
consent to such action, nor shall it release Tenant from the obligations of this
Lease.
ARTICLE
12. ENCUMBRANCE
This
Lease is subject to and subordinate to the lien of any trust deed, contract of
sale, or mortgage now on the Premises or at any time hereafter placed against
the property. Upon request from Landlord, Tenant agrees to execute
and deliver further documents evidencing such subordination.
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ARTICLE
13. MECHANICS’ LIENS
Tenant
shall promptly pay for any work done by Tenant or at Tenant request on the
premises and shall not permit any mechanics' liens to attach to the Premises. If
a mechanic's lien is filed, Tenant shall promptly pay the claim involved, in
order to obtain release of the mechanic's lien, or shall secure the release of
the lien pursuant to the statutory procedure therefore, if Tenant desires to
contest such lien.
ARTICLE
14. FIXTURES
All
equipment and other personal property of Tenant will remain the property of
Tenant and Tenant may remove all or any portion of such property from the
Premises or the Property at any time. No sign, awning, canopy or
other item including in or displaying any element of Tenant's tradedress will
become Landlord's property or be deemed part of the real estate regardless of
the location or means of attachment of such item, and all such items may be
removed from the Premises or the Property by Tenant at any time.
ARTICLE
15. SIGNS
Except
for signs which are located within the Premises and are not attached to any part
of the Premises, no sign or awning may be placed by Tenant in or on the interior
or exterior of the Premises, regardless of its size or value, without the prior,
written consent of Landlord, which consent shall not be unreasonably
withheld.
Tenant
shall maintain all signs and awnings approved by Landlord hereunder in good
condition and repair, at Tenant, sole cost and expense, during the entire term
of this Lease. Upon the expiration or termination of this Lease, Tenant shall
remove all such signs and awnings, at Tenant's expense, and shall promptly and
properly repair any damage and fill any holes caused by the installation and
removal of such signs and awnings.
ARTICLE
16. DEFAULT BY TENANT
If Tenant
defaults in the payment of rent, or in any other covenant of this Lease
Agreement, Landlord shall have the right to give notice specifying
the default and allowing Tenant ten (10) days' grace thereafter in which to cure
said default by making all payments due hereunder or otherwise undertaking a
course of performance in cure of the default. Any tender of money from Tenant
that does not pay in full all Base Rent and other monthly obligations required
hereby, together with all applicable late charges and any other charge due from
Tenant in accordance with the terms of this Lease, may be accepted by Landlord
without prejudice to Landlord's pursuit of the remedies available to Landlord
hereunder, if Tenant's default is not timely cured. Landlord shall
have no obligation whatever to utilize funds from the security deposit to cure
any such monetary default.
If Tenant
fails to cure the default within said grace period, Landlord may pursue all
remedies available to them under the forcible entry and detainer statute of
Wyoming,
If Tenant
is in default under the terms, of this Lease and has abandoned the Premises,
Landlord shall have the right to remove all of Tenant's property from the
Premises and to dispose of such property in a reasonable manner. Abandonment of
the Premises by Tenant shall not terminate this Lease, and Tenant shall remain
liable for all monetary and other terms of this Lease, throughout the entire
lease term, less the net amounts received by Landlord from re-letting the
Premises.
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If Tenant
makes an assignment of Tenant's business or property for the benefit of Tenant's
creditors; or if Tenant's leasehold interest hereunder shall be levied upon by
execution or seized by virtue of any writ of any court of law; or if any
application is made for the appointment of a receiver for the business or
property of Tenant; Tenant shall he in default of this Lease, and Landlord may
pursue all remedies available to it under the forcible entry and detainer
statute of Wyoming.
The
remedies set forth herein shall not be exclusive of any other remedy available
to Landlord under the statutes and court decisions of the State of Wyoming. Said
remedies shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute. No delay or omission by
landlord to exercise any right or power arising from any default hereunder shall
impair such right or power or be construed as a waiver of any such default or
acquiescence therein. Landlord’s acceptance of rent shall not be deemed to be a
waiver of any breach of any of the covenants herein contained or of any of the
rights of Landlord to the remedies referred to herein.
Any
amount due to Landlord that is not paid when due hereunder shall bear interest
at the rate of six percent (6%) per annum above the Prime Rate reported in the
WALL STREET JOURNAL as of the due date, from such due date until
paid.
ARTICLE
17. DEFAULT BY LANDLORD
If
Landlord fails to perform any covenant, condition, or agreement on its part to
be performed under this Lease within 30 days after receipt of written notice
from Tenant specifying such failure (or if such failure cannot reasonably be
cured within 30 days, if Landlord does not commence to cure the failure within
that 30 day period or does not diligently pursue such cure to completion), then
such failure will constitute a default hereunder and Landlord will be liable to
Tenant for damages sustained by Tenant to the extent they are a result of
Landlord's default. If, after notice to Landlord (except in an emergency when no
notice will be required), Landlord fails to promptly cure its failure to perform
and that failure could cause injury to persons, damage to the Premises or to
Tenant's property or interfere with the conduct of Tenant's business at the
Premises, then tenant will have the right, but not the obligation, to cure
Landlord's failure to perform for the account and at the expense of Landlord.
Landlord agrees to promptly reimburse Tenant for the reasonable cost of such
cure following receipt from Tenant of an itemized statement of such
cost.
ARTICLE
18. QUIET ENJOYMENT
Landlord
agrees that, so long as Tenant is paying the Rent and performing its other
obligations under this Lease, Tenant will peaceably and quietly have, hold and
enjoy the Premises throughout the Term.
ARTICLE
19. HAZARDOUS MATERIALS
SECTION
19.1 DEFINITION – “HAZARDOUS MATERIALS”
The term
"Hazardous Materials" means any hazardous, toxic or dangerous substance, waste,
contaminant, pollutant, gas or material, including, without limitation,
gasoline, waste oil and other petroleum products and constituents thereof, which
are now or may become regulated under any federal, state or local statute,
regulation, ordinance or other law now or hereafter in effect, including,
without limitation, any substance, waste or material which is now or hereafter
(a) designated as a "hazardous substance" under the Federal Water Pollution
Control Act and/or the Comprehensive Environmental Response, Compensation, and
Liability Act, (b) designated as a hazardous waste or regulated substance
pursuant to the Resource Conservation and Recovery Act, (c) designated or listed
as a hazardous material under the Hazardous Material Transportation Act, or (d)
is in any way regulated as a hazardous material or toxic substance under the
laws of the state wherein the Premises is located.
SECTION
19.2 USE, STORAGE AND/OR DISPOSAL
Tenant
covenants and agrees to comply with all laws regarding hazardous materials.
Tenant shall not use, generate, store or dispose of any hazardous material on,
under or about the Premises, except in full compliance with all applicable laws,
ordinances, rules, and regulations.
If Tenant
intends to use, generate, handle, store or dispose of any hazardous material on
the Premises, Tenant shall inform Landlord of such fact, in writing, prior to
performing such activity. Tenant shall provide Landlord copies of all
communications to or from any governmental authority or any other third party
relating to hazardous materials and concerning the Premises, within three (3)
business days after sending or receiving any such item.
SECTION
19.3 INDEMNIFICATION
(a) Tenant
hereby indemnifies, and agrees to hold Landlord harmless from, any and all
claims, judgments, damages, penalties, fines, costs, liabilities, expenses or
losses (including reduction in the value of the Premises or the Premises as well
as all sums paid to settle claims; investigation costs; or costs of cleanup,
removal or restoration work) which arise as a result of or in connection with
any breach of the foregoing covenants. Said indemnity shall accrue to
the benefit of the employees, directors, officers, agents, and/or partners of
Landlord.
(b) In
the event that any investigation, monitoring, containment, cleanup, removal,
remediation, restoration or other work of any kind or nature (“Remedial Work”)
is required, reasonably necessary or desirable under any applicable federal,
state or local law or regulation, any judicial order, or by any governmental or
non-governmental entity or person because of, or in connection with the current
or future presence, suspected presence, release or suspected release of a
Hazardous Material in or into the air, soil, groundwater, surface water or soil
vapor at, in, about, under or within the Property (or any portion thereof), the
party who has an obligation to indemnify the other will, within 30 days after
written demand for performance thereof by the indemnitee (or within a shorter
period of time as may be required under any- applicable law, regulation, order
or agreement), commence to perform, or cause to be commenced, and
thereafter diligently prosecute to completion, all such Remedial
Work. All Remedial Work will be performed by one or more
contractors, approved in advance in writing by the indemnitee, and under the
supervision of a consulting engineer approved in advance in writing by the
indemnitee. All costs and expenses of such Remedial Work will be paid by the
indemnitor, including without limitation, the charges of such contractor(s)
and/or the consulting engineer, and the attorneys' fees and any costs incurred
by the indemnitee in connection with the monitoring or review of such Remedial
Work. In the event the indemnitor fails to timely commence or
cause to be commenced, or fails to diligently prosecute to completion, such
Remedial Work the indemnitee may, but will not be obligated to, cause such
Remedial Work, to be performed, and all costs and
expenses thereof, incurred in connection therewith,
will be
reimbursed
by the indemnitor.
(c) Nothing
contained in this indemnification will prevent or in any way diminish or
interfere with any rights and remedies, including without limitation, the right
to contribution, which either party may have against the other party or against
any of its predecessors or successors in interest, or any other party under the
federal Comprehensive Environmental Response, Compensation, and Liability Act,
as it may be amended from time to time, or of other applicable federal, state,
or local laws.
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ARTICLE
20. COMMON AREAS
SECTION
20.1 COMMON AREAS DEFINED
The
parking areas, access roads and facilities furnished, made available or
maintained by Landlord in or near the Property, including employee parking
areas, driveways and other areas and improvements provided by Landlord for the
general use in common of tenants in the Property and their customers are
referred to in this Lease as the “Common Areas.” Tenant shall be responsible for
clearing of sidewalks or hazards, i.e. snow, ice and other debris.
SECTION
20.2 GRANT OF EASEMENT
Landlord
further grants to Tenant the exclusive right and easement to use the portion of
the Property crosshatched on Exhibit “A” for the parking, storage, cleaning and
preparation of motor vehicles. Landlord represents that it has not granted, nor
will it grant exclusive or non-exclusive rights in such crosshatched area to any
other person or entity.
ARTICLE
21. MISCELLANEOUS.
SECTION
21.1 NOTICES
All
notices, demands and communications called for in this Lease will be given by
registered or certified United States mail or available express mail carrier
(Federal Express, Xxxxx, Airborne, etc.), return receipt requested, to the
following address or to such other address as Landlord or Tenant may designate
by written notice to the other pursuant to this Section 22.1.
LANDLORD:
Xxxxxxx and Xxxxxxxxx Xxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
TENANT:
Labwire, Inc
00000 Xxxxxxxx Xxxxx, Xxxxx
0
Xxxxxxx, XX 00000
Such
notice or other communication will be deemed given when received by the
addressee, or on the date that the addressee refused delivery.
SECTION
21.2 FORCE MAJEURE
If either
Landlord or Tenant is delayed or hindered in or prevented from performing any
act or obligation called for by this lease by reason of strikes, lockouts,
unavailability of materials, failure of power, restrictive governmental laws or
regulations, riots, insurrections, war or other reason beyond its control, then
performance of such act or obligation will be excused for the period of the
delay and the period for the performance of such act or obligation will he
extended for a period equivalent to the period of the delay. The failure to make
payments required under this Lease due to lack of funds will not, however, be
considered a cause beyond the control of the party failing to
pay.
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9
SECTION
21.3 BROKERS
All
brokerage commissions and finders' fees payable with respect to this Lease will
be paid by Landlord. Landlord agrees to indemnity and hold Tenant harmless from
all claims, fees, costs, damage or expense, including attorneys' fees,
associated with any claim for a brokerage commission or similar fee related to
this Lease.
SECTION
21.4 LITIGATION BETWEEN PARTIES
If legal
action is necessary to enforce this Agreement, the prevailing party shall pay
the reasonable attorneys' fees and court costs incurred by the nonprevailing
party in enforcing this Agreement.
SECTION
21.5 SURRENDER
Tenant
will peacefully and quietly surrender possession of the Premises to Landlord at
the end of the Term. Tenant will have the right to remove all of its equipment,
trade fixtures, decorations, inventory and other personal property from the
Premises and will repair any damage done in the course of that removal. Any
personal property remaining on the Premises 30 days following the expiration of
the Term will be deemed abandoned and will become the property of Landlord, with
the exception of Tenant’s motor vehicles, which will at all times continue to be
the property of Tenant.
SECTION
21.6 ACQUISITION BY GOVERNMENT
If any
governmental entity seeks to acquire the Premises or any part thereof, by
eminent domain or similar authority, Landlord shall have complete freedom of
negotiation and settlement of all matters pertaining to such acquisition. Any
and all funds received from any such settlement or other compensation paid for
such acquisition shall belong solely to Landlord. If such, acquisition reduces
the Premises but it is still feasible for Tenant to conduct business within the
Premises, this Lease shall not terminate, but the base rental and all other
charges hereunder shall be reduced appropriately; If such acquisition renders
the conduct of Tenant's business within the Premises unfeasible, this Lease
shall terminate as of the date that possession is delivered to the condemning
entity. Such termination shall not be deemed a breach of this Lease by Landlord,
nor shall it give rise to any claim by Tenant for damage or compensation by
Landlord. Nothing in this Paragraph 21.6 shall deprive Tenant of the right to
receive compensation paid for damage to, depreciation of or cost of removal of
leasehold improvements, fixtures and personal property owned by Tenant which is
taken in any such condemnation proceeding, Tenant's loss of business or
relocation expenses. Tenant will also have the sole right to the entirety of any
separate award made directly to Tenant.
SECTION
21.7 WARRANTY OF TITLE
Landlord
covenant that they are the owners of the Premises and that Tenant shall
peaceably and quietly have and occupy the Premises during the term of this
Lease. If Landlord's title is subject to any mortgage or deed of trust, Landlord
shall timely make the payments required on such obligation, if Tenant timely
pays the rent and other charges imposed upon Tenant by this Lease.
SECTION 21.8 NO
PARTNERSHIP.
The sole
relationship between the parties shall be that of landlord and tenant and
nothing contained in this Lease shall be construed to constitute Landlord as the
partner, agent associate of, or in joint venture with Tenant in the conduct of
Tenant's business.
Page
10
SECTION 21.9 STATUS
STATEMENTS.
If
landlord so requests, from time to time, Tenant shall sign and deliver to
Landlord a written statement certifying that this Lease is unmodified and in
full force and effect (or, if there have been modifications, that such
modifications are as set forth in said certificate and are in full force and
effect). Said certificate shall also state that Tenant has accepted and occupied
the Premises; Tenant has not paid rent in advance; Tenant is not aware of any
prior assignment of this Lease by Landlord; Tenant has no monetary or other
claims against Landlord under this Lease; the amount of monthly Base Rent and
Other charges then due hereunder; and the date to which such rent and other
charges have been paid.
SECTION
21.10 ENTIRE AGREEMENT
This
written Lease, together with the exhibits hereto, contains all the
representations and the entire understanding between the parties hereto with
respect to the subject matter hereof. Any prior correspondence, memoranda or
agreements are replaced in total by this Lease and the exhibits hereto. This
Lease may be modified only by an agreement in writing signed by each of the
parties.
SECTION
21.11 GOVERNING LAW
This
Lease will be certified and interpreted in accordance with and be governed by
the laws of the state wherein the Premises is located, to-wit; The Sixth
Judicial District, Xxxxxxxx County, Wyoming.
SECTION
21.12 SUCCESSORS AND ASSIGNS
The
provisions of this Lease will be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.
SECTION
21.13 ZONING, GOOD TITLE AND ENVIRONMENTAL
Landlord
represents and warrants to Tenant that all of the following are true as of the
Lease Date and shall be true as of the Commencement Date;
(a) Landlord
is the fee owner of the Property and has full right and lawful authority to
execute this Lease and perform the obligations of Landlord herein contained
without the consent or joinder of any other party.
(b) The
Premises is not subject to any easement, restriction, zoning ordinance or
similar private or governmental regulation which would prevent or restrict its
use as permitted herein, that no such action is threatened or pending, and the
Premises is presently zoned for the permitted use.
SECTION
21.14 SUBORDINATION AND NON-DISTURBANCE
Tenant
will subordinate this Lease to the interest of any ground lessor and the lien of
any deed of trust or mortgage now or hereafter placed upon Landlord's interest
in the Premises; provided, however, that Landlord procures from any ground
lessor and from the holder of any deed of trust or mortgage affecting the
Premises an agreement signed by such ground lessor or holder providing that (a)
so long as Tenant is not in default hereunder beyond the applicable grace or
cure period, its tenancy will not be disturbed, nor its rights under this Lease
affected by any default under such ground lease or deed of trust or mortgage nor
will Tenant be named as a defendant in any foreclosure proceeding and (b) in the
event of re-entry under any such ground lease or foreclosure under any such
mortgage or deed of trust, or a granting of a deed in lieu thereof, any ground
lessor, trustee, mortgagee or purchaser of Landlord's interests will assume the
obligations of Landlord under this Lease.
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11
Landlord
shall use good faith efforts to obtain a so-called "non-disturbance agreement"
containing the provisions set forth in "(a)" and "(b)' above from any interest
which, as of the date hereof, is superior to the leasehold interest
of Tenant hereunder.
SECTION
21.15 RESTRICTIVE COVENANT
Neither
Landlord nor any person or entity associated or affiliated with Landlord will
enter info a lease with or grant any right to any other person or entity which
would permit the use of the Property or the Premises for the sale, rental or
leasing of motor vehicles during the Term and for a period of 12 months
following the expiration or earlier termination, of this Lease by Tenant, This
provision will survive the expiration or earlier termination of this Lease by
Tenant.
SECTION
21.16 EARLY TERMINATION
Tenant
may terminate this Lease at any time upon not less than twelve (12,) months
advance written notice to Landlord. If Tenant elects to terminate this Lease,
Tenant shall pay Landlord an amount equal to twelve (12) monthly installments of
the then current Rent as consideration for the early termination. Such payment
will be made on or before the effective date of the termination.
SECTION
21.17 WAIVER OF LANDLORD’S LEIN
Landlord
will not claim or have a lien of any kind, be it contractual or statutory, on or
against Tenant's motor vehicles for non-payment of Rent, default by Tenant or
any other reason, and Landlord shall be able to lien any other asset of the
Tenant for non-payment of rent, default by Tenant except as prohibited in this
section.
IN WITNESS WHEREOF, the
parties hereto have executed this Lease the day and year first above
written.
LANDLORD: TENANT:
Xxxxxxx
or Xxxxxxxxx
Xxxx LABWIRE
STATE OF
TEXAS )
)
§
COUNTY OF
XXXXXX )
The above
and forgoing Commercial Lease was acknowledged before me this
day of February, 2008, by
.
IN WITNESS WHEREOF, I have
hereunto set my hand and official seal on the day and year last above
written.
(SEAL) Notary
Public
My Commission expires:
STATE OF
WYOMING )
)
§
COUNTY OF
XXXXXXXX )
The above
and foregoing Commercial Lease was acknowledged before me this day
of ,
2008 by
as of
Xxxxxx Xxxxxx/Labwire and he has acknowledged to me that he executed the same as
his free act and deed for the purposes and consideration herein expressed, in
the capacities herein.
(SEAL) Notary
Public
My Commission expires:
Xxxxx
Xxxxxxxxx
Notary
Public, State of Texas
My
Commission Expires January, 24, 2011
